Risk Factors

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An investment in securities involves a high degree of risk. All investors should carefully consider the following factors in addition to the other information in this investor relations website before investing in Multiplan’s securities. In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of U.S. issuers or issuers in other countries with highly developed capital markets. Multiplan’s business, financial condition, results of operations and prospects may be materially adversely affected by any of these risks.

The risks briefly described below are those that the Company currently believes most likely may materially affect its performance.

Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazilian political and economic conditions, could adversely affect the Company activities and the trading price of their common shares.

The Brazilian government’s actions to control inflation and other regulations and policies may be adversely affected by changes in policy or regulations involving factors such as:

  • Other political, social and economic developments in or affecting Brazil.
  • Uncertainty over whether the Brazilian government would implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and heightened volatility in the Brazilian securities markets and securities issued abroad by Brazilian companies.
  • Historically, the Brazilian political scenario has influenced the performance of the Brazilian economy. In the past, political crises have affected the confidence of investors and the general public, resulting in economic deceleration and affecting the trading prices of common shares issued by companies listed on the Brazilian stock exchange.
  • Inflation and government efforts to curb inflation may contribute to economic uncertainty in Brazil and may have adverse effects on the Brazilian economy, the Brazilian capital markets and Multiplan.
  • Exchange rate instability may adversely affect the Brazilian economy.
  • Fluctuations in interest rates may negatively affect Multiplan’s business and the trading price of their common shares.
  • Economic developments and the perception of risk in other countries, especially emerging market countries, may adversely affect the Brazilian economy, its capital markets and the Company business.

Risks Relating to Multiplan’s Business

  •  Multiplan may not be able to carry out its business strategy completely.
  • Adverse economic conditions in the regions where its Shopping Centers are located may adversely affect the levels of occupancy and rentals, consequently affecting its results.
  • The operating results of Shopping Centers administered by Multiplan depend on the sales generated by the stores they house, which are vulnerable to periods of economic recession.
  • Construction of new Shopping Centers close to those administered by Multiplan may affect its capacity to renew its rental contracts or rent out new stores, which may require it to make unscheduled investments, thus affecting its other businesses.
  • Multiplan may not be successful in acquiring new Shopping Centers, which may adversely affect its operating results.
  • Multiplan owns certain Shopping Centers jointly with other groups or institutional investors, whose interests may differ from its interests.
  • Multiplan´s share in Special Purpose Companies (SPC) or other types of joint ventures creates additional risks for it, including potential problems in its financial and commercial relationship with its partners.
  • Possible financial difficulties faced by the Anchor Stores in the Shopping Centers belonging to Multiplan may cause a decline in its revenue and adversely affect its business.
  • Unfavorable judicial and administrative decisions may adversely affect Multiplan’s operating results.
  • The principal characteristic of Shopping Centers as being public areas may create situations that are beyond the administration’s control, resulting in possible material damage to the image of Shopping Centers, besides creating civil liability for Multiplan.
  • Shopping Centers pertaining to Multiplan are situated in large urban centers and are prone to factors relating to urban violence that are beyond their control.
  • Multiplan is fundamentally dependent on public utility services, especially water and electricity. Any reduction or interruption in these services may jeopardize the operation of Shopping Centers and, consequently, affect its business results.
  • Multiplan’s losses not covered by insurance policies may adversely affect its business.
  • The interests of majority shareholders may enter into conflict with those of investors.

Risks Related to the Real Estate and Shopping Center Business

  •  Lease agreements in the shopping center industry have some specific characteristics, which may pose risks to conducting their business and adversely affect Multiplan’s results of operations.
  • The shopping center and real estate industries in Brazil are highly competitive, and this may cause a reduction in the Company operations.
  • The Brazilian shopping center and real estate industries are subject to extensive regulation, which may lead to increased expenses or hurdles for the development of certain projects, thereby negatively affecting their business.
  • The real estate industry is exposed to risks normally associated with
    (i) real estate development and construction,
    (ii) availability of financing,
    (iii) reduced demand for real estate units and
    (iv) successful project completion.- The real estate industry is exposed to risks normally associated with (i) real estate development and construction,
    (ii) availability of financing,
    (iii) reduced demand for real estate units and
    (iv) successful project completion.

 Risks Related to Multiplan’s Common Shares

  • An active and liquid market for the Company common shares may not develop, thus limiting the possibility of trading in our common shares.
  • The bylaws* contain provisions for protection against a hostile takeover, which may hamper or delay transactions that may be of interest to the investors.
  • Multiplan may need additional funds in the future and may issue additional common shares, which may result in a dilution of the investor’s interest in the Company common shares.
  • Shareholders of Multiplan’s common shares may not receive any dividends or interest on shareholders’ equity.
  • It is expected that non-corporate U.S. shareholders will be ineligible for the favorable U.S. federal income tax treatment that applies to dividend income received from certain corporations.
  • The sale of a significant number of Multiplan’s common shares after the end of the offering may adversely affect the trading price of their common shares.
  • A U.S. holder of common shares might be unable to exercise preemptive rights and tag-along rights relating to the Company common shares.
  • Holders of common shares may face difficulties in serving process on or enforcing judgments against the Company and other persons.
  • The protections afforded to minority shareholders in Brazil are different from those in the United States and may be more difficult to enforce.
  • Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to a sale of Multiplan’s common shares.
  • Exchange controls and restrictions on remittances abroad may adversely affect holders of the Company common shares.
  • The interests of members of Multiplan’s management may become excessively linked to the market price of their common shares, as part of their compensation are options to purchase the Company common shares.

(*) Information available in Portuguese only.

Last updated on 2013-06-07T15:46:04
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